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                                                                Exhibit 10.46

                             ENGINE LEASE SUPPLEMENT

     ENGINE LEASE SUPPLEMENT NO. 1, dated December 19, 2001 between AVIATION
FINANCIAL SERVICES, INC., a corporation organized under the laws of the State of
Delaware ("Lessor"), and CHAUTAUQUA AIRLINES, INC., a corporation organized
under the laws of the State of New York ("Lessee").

     Lessor and Lessee have previously entered into that certain Engine Lease
Agreement dated as of December 18, 2001, including the Common Terms Agreement as
defined therein (collectively, herein referred to as the "Lease" and the defined
terms therein being hereinafter used with the same meaning). The Lease provides
for the execution and delivery from time to time of an Engine Lease Supplement
substantially in the form hereof for the purpose of leasing the engines
described below under the Lease as and when delivered by Lessor to Lessee in
accordance with the terms thereof.

     The Lease and this Engine Lease Supplement relate to the Engines and Parts
as more precisely described below and in the Certificate of Acceptance. A
counterpart of the Lease is attached hereto and this Engine Lease Supplement and
the Agreement shall form one document.

     In consideration of the premises and other good and sufficient
consideration, Lessor and Lessee hereby agree as follows:

1. Lessor hereby delivers and leases to Lessee under the Lease and Lessee hereby
accepts, acknowledges receipt of possession and leases from Lessor under the
Lease, those certain AE3007A1P aircraft Engines (each of which Engines has 750
or more rated takeoff horsepower or the equivalent of such horsepower) described
in the Annex hereto, together with the Engine Documents described in the Lease
(each a "Delivered Engine").

2. The Delivery Date of each Delivered Engine is the date of this Engine Lease
Supplement set forth in the opening paragraph hereof.

3. The Term for each Delivered Engine shall commence on the Delivery Date and
shall end on the Expiry Date, which shall be December 19, 2016.

4. The amount of Rent for each Delivered Engine is set forth in Schedule B to
the Engine Lease Agreement.

5. Lessee hereby confirms to Lessor that (i) each Delivered Engine have been
duly marked in accordance with the terms of Section 8.6(a) of the Common Terms
Agreement, (ii) each Delivered Engine is insured as required by the Lease, (iii)
the representations and warranties of Lessee referred to in Section 2.1 of the
Common Terms Agreement are hereby repeated with effect as of the date first
above written, (iv) having inspected each Delivered Engine, Lessee acknowledges
that each Delivered Engine satisfies all conditions required for Lessee's
acceptance of delivery as set forth in the Lease or as otherwise expressly set
forth in the Certificate of Acceptance, and (v) the execution and delivery of
this Engine Lease Supplement

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signifies absolute and irrevocable acceptance by Lessee of each Delivered Engine
for all purposes hereof and of the Lease.

6. All of the terms and provisions of the Lease are hereby incorporated by
reference in this Engine Lease Supplement to the same extent as if fully set
forth herein.

7. This Engine Lease Supplement may be executed in any number of counterparts;
each of such counterparts, shall for all purposes be deemed to be an original;
and all such counterparts shall together constitute but one and the same Engine
Lease Supplement.

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     IN WITNESS WHEREOF, Lessor and Lessee have caused this Engine Lease
Supplement No. 1 to be duly executed as of the day and year first above written.

LESSOR,                                       LESSEE,

AVIATION FINANCIAL                            CHAUTAUQUA AIRLINES, INC.
SERVICES, INC.

By:   /s/ Charles H. Meyer                    By:      /s/ Robert H. Cooper
   ------------------------------                -------------------------------

Name:     Charles H. Meyer                    Name:        Robert H. Cooper
     ----------------------------                  -----------------------------

Title:   Vice President                       Title:     Vice President
      ---------------------------                   ----------------------------

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                                                                           ANNEX

                              DESCRIPTION OF ENGINE
<Table>
<Caption>
Manufacturer                     Manufacturer's Model         Manufacturer's
                                                              Serial No.
- --------------------------------------------------------------------------------
                                                        
Rolls Royce                      AE 3007A1P                   CAE 312071

Rolls Royce                      AE 3007A1P                   CAE 312096

Rolls Royce                      AE 3007A1P                   CAE 311434

Rolls Royce                      AE 3007A1P                   CAE 311206

Rolls Royce                      AE 3007A1P                   CAE 311635

Rolls Royce                      AE 3007A1P                   CAE 311794

Rolls Royce                      AE 3007A1P                   CAE 311908
</Table>

Each Engine is of 750 or more "rated take-off horsepower" or the equivalent of
such horsepower.